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TMI Blog2020 (12) TMI 425X X X X Extracts X X X X X X X X Extracts X X X X ..... EMBER (J) And SMT. SUMITA PURKAYASTHA HON BLE MEMBER (TECHNICAL) For the Petitioner : Mr. Praveen Kumar Mital, Ad ORDER Per- Smt. Sumita Purkayastha, Member (T) 1. This is joint application filed by the applicant companies herein, Saurabh Advisors Private Limited ( for brevity Transferor Company-1 ), R G Freelancers Private Limited ( for brevity Transferor Company-2 ), G G Advisory Services Private Limited ( for brevity Transferor Company-3 ), and Flowmore Design Technologies Private Limited ( for brevity Transferee Company ), under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Delhi 110035. The Authorized Share Capital of the Transferor Company-2 is ₹ 76,00,000/- and the Paid-up Share Capital is ₹ 76,00,000/- 5. The Transferor Company- 3 is a private limited company incorporated on 05.11.2009 under the provisions of Companies Act, 1956 bearing CIN U74900DL2009PTC195724 with registrar of Companies, NCT of Delhi and Haryana under the name and style of G G Advisory Services Private Limited and having its registered office at 1584/113, Ganesh Pura, Tri Nagar, New Delhi 110035. The Authorized Share Capital of the Transferor Company-2 is ₹ 76,00,000/- and the Paid-up Share Capital is ₹ 76,00,000/- 6. The Transferee Company is a private limited company incorporated under the provisions o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as their consent affidavits are placed on record. Since there are no Secured Creditors and Unsecured Creditors therefore the necessity of convening/holding a meeting does not arise. 10. It is stated that the Transferor Company-2 is having 3 Shareholders, Certificate from Chartered Accountants certifying list of shareholders is annexed and all of them have given their respective consents by way of affidavits which are annexed to the application. It is further represented that the Company has NIL Secured Creditors and NIL Unsecured Creditors, Certificate from Chartered Accountants certifying list of creditors is annexed. In relation to the shareholders it seeks dispensing with holding/convening of the meetings as their consent affidavits a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he shareholders and Unsecured Creditors it seeks dispensing with holding/convening of the meetings as their consent affidavits are placed on record. Since there are no Secured Creditors and therefore the necessity of convening/holding a meeting does not arise. 13. The appointed date as specified in the Scheme is 31st December, 2019 subject to the directions of this Tribunal. 14. Taking into consideration the submissions and the documents filed therewith, we propose to issue the following directions with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication as follows: - A. In relation to the Transferor Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their respective consent affidavits, hence convening the meeting of the un-secured creditors has been dispensed with. D. In relation to Transferee Company: a) With respect to Equity shareholders: In view of consent affidavits, from 3 equity shareholders having 100% voting share been filed, convening the meeting of shareholders/members is dispensed with. b) With respect to Secured Creditors: There are no Secured Creditors, therefore the necessity of convening a meeting does not arise. c) With respect to Unsecured Creditors: There are 2 Un-secured Creditors, who have filed their respective consent affidavits, hence convening the meeting of the un-secured creditors has been dispensed with. 15. Notice of this application sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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